Bill of Sale (As-Is) (New Zealand)
BILL OF SALE — AS-IS (NO WARRANTY) (NEW ZEALAND)
This Bill of Sale (the “Agreement”) is made on [Sale Date] by and between:
[Seller Name], [Seller Type], NZBN: [Seller NZBN], of [Seller Address], [Seller City], [Seller Region] [Seller Postcode], New Zealand (the “Seller”); and
[Buyer Name], [Buyer Type], NZBN: [Buyer NZBN], of [Buyer Address], [Buyer City], [Buyer Region] [Buyer Postcode], New Zealand (the “Buyer”).
The Seller wishes to sell the Goods (as defined below) to the Buyer on an as-is, where-is basis, and the Buyer wishes to purchase the Goods on that basis.
IN CONSIDERATION of the payment of the Purchase Price by the Buyer to the Seller, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
1. DESCRIPTION OF GOODS
1.1 The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, the following goods (the “Goods”):
[Goods Description]
1.2 KNOWN DEFECTS DISCLOSED. The following defects and faults in the Goods are known to the Seller and are disclosed to the Buyer: [Known Defects].
1.3 Buyer’s Inspection: [Buyer Inspection].
1.4 Nature of Transaction: [Transaction Nature].
2. AS-IS, WHERE-IS SALE — NO WARRANTY
2.1 THE GOODS ARE SOLD STRICTLY “AS-IS, WHERE-IS” WITH ALL FAULTS AND DEFECTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER MAKES NO REPRESENTATION, WARRANTY, CONDITION, GUARANTEE, OR UNDERTAKING OF ANY KIND (EXPRESSED OR IMPLIED) WITH RESPECT TO THE GOODS, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OR CONDITION OF ACCEPTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, OR CORRESPONDENCE WITH SAMPLE.
2.2 Business-to-Business Opt-Out. To the extent that this is a business-to-business transaction in which both parties are in trade and the Buyer is acquiring the Goods for a business purpose, the parties hereby agree in writing to contract out of all guarantees and remedies that would otherwise arise under the Consumer Guarantees Act 1993 (CGA), including (without limitation) the guarantees of acceptable quality (section 7), fitness for a particular purpose (section 8), correspondence with description (section 9), and correspondence with sample (section 10), in accordance with section 43 of the CGA.
2.3 Private Sale. To the extent that this is a private sale in which neither party is in trade, the Consumer Guarantees Act 1993 does not apply to this transaction. The Buyer acknowledges that the Goods are sold privately and that no statutory consumer guarantees arise.
2.4 Savings for Non-Excludable Rights. Nothing in this clause 2 limits, excludes, or modifies any right or guarantee that is conferred on the Buyer by the Consumer Guarantees Act 1993 that cannot lawfully be excluded or modified. For the avoidance of doubt, the implied condition as to title under section 15 of Part 1 of the Contract and Commercial Law Act 2017 (CCLA) cannot be excluded and applies to this transaction.
2.5 The Buyer acknowledges and agrees that:
- the Buyer has had a full and fair opportunity to inspect the Goods and investigate their condition before entering into this Agreement;
- the Buyer has not relied on any representation, statement, or promise by the Seller other than those expressly set out in this Agreement;
- the Buyer accepts the Goods in their current as-is condition with all known and unknown faults and defects; and
- the Purchase Price has been negotiated on the basis that the Goods are sold without warranty.
3. PURCHASE PRICE AND GST
3.1 The total purchase price for the Goods is NZD $[Purchase Price] (the “Purchase Price”), which is [Gst Treatment].
3.2 Where the supply of the Goods is a taxable supply under the Goods and Services Tax Act 1985 and the price is stated exclusive of GST, the Buyer must pay to the Seller, in addition to the Purchase Price, an amount equal to 15% of the Purchase Price, subject to receipt of a valid tax invoice from the Seller.
3.3 The Buyer shall pay the Purchase Price [Payment Method].
3.4 Time is of the essence in respect of payment of the Purchase Price.
4. TRANSFER OF TITLE AND RISK
4.1 Title to and ownership of the Goods shall pass from the Seller to the Buyer upon payment of the full Purchase Price and delivery of the Goods to the Buyer, in accordance with Part 1 (Sale of Goods) of the Contract and Commercial Law Act 2017 (CCLA).
4.2 Risk of loss, damage, or destruction to the Goods shall pass to the Buyer at the same time as title passes under clause 4.1.
4.3 Delivery is deemed to occur when the Goods are made available for collection by the Buyer at the Seller’s premises, or when the Goods are delivered to the Buyer’s nominated address if delivery is agreed by the parties.
5. SELLER’S TITLE WARRANTY
5.1 Despite the as-is sale, the Seller warrants that:
- the Seller has full legal right, title, and authority to sell the Goods in accordance with section 15 (implied condition as to title) of Part 1 of the CCLA 2017;
- the Goods are free from any mortgage, charge, lien, encumbrance, or registered security interest on the Personal Property Securities Register (PPSR) maintained under the Personal Property Securities Act 1999 (PPSA), except as disclosed in writing to the Buyer; and
- there are no actions, claims, or proceedings threatened or pending in respect of the Goods.
5.2 PPSR. The Buyer is encouraged to conduct a search of the PPSR at ppsr.govt.nz before completing the purchase to verify that the Goods are free from any registered security interests. If a security interest exists and has not been discharged, a secured creditor may be entitled to repossess the Goods from the Buyer under the PPSA 1999.
6. LIMITATION OF LIABILITY
6.1 To the maximum extent permitted by applicable law, and subject to any rights the Buyer may have under the Consumer Guarantees Act 1993 that cannot lawfully be excluded, the Seller’s total liability to the Buyer under or in connection with this Agreement is limited to the Purchase Price.
6.2 To the maximum extent permitted by applicable law, the Seller excludes all liability for any indirect, consequential, special, or punitive loss or damage arising in connection with the Goods or this Agreement.
7. GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the sale of the Goods and supersedes all prior negotiations, representations, and agreements (whether written or oral).
7.2 Amendments. This Agreement may only be varied by a written document signed by both parties.
7.3 Severability. If any provision of this Agreement is void, voidable, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
7.4 Governing Law. This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and (where applicable) the Consumer Guarantees Act 1993. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
7.5 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall first be submitted to mediation in good faith before either party commences court proceedings.
EXECUTED as an agreement on the date first written above.
BY SIGNING THIS AGREEMENT, THE BUYER ACKNOWLEDGES THAT THE GOODS ARE PURCHASED AS-IS WITH ALL FAULTS AND THAT, TO THE EXTENT PERMITTED BY LAW, NO WARRANTIES APPLY TO THIS SALE.
SELLER
Full name: [Seller Name]
Address: [Seller Address], [Seller City], [Seller Region] [Seller Postcode]
NZBN: [Seller NZBN]
BUYER
Full name: [Buyer Name]
Address: [Buyer Address], [Buyer City], [Buyer Region] [Buyer Postcode]
NZBN: [Buyer NZBN]
Seller
________________
Signature
Buyer
________________
Signature
What Is a Bill of Sale (As-Is) (New Zealand)?
A Bill of Sale (As-Is) in New Zealand transfers ownership of the goods from seller to buyer, records the price and any warranties, and provides the buyer with proof of title under the Contract and Commercial Law Act 2017.
An as-is sale is commonly used in New Zealand for surplus or second-hand equipment sales, business asset liquidations, deceased estate sales, insolvency asset sales, and private sales of vehicles, machinery, and personal property where the Seller does not wish to provide any warranty beyond their obligation to deliver clear title. The as-is Bill of Sale reflects the fact that the agreed purchase price has been set taking into account the condition of the goods and the absence of any warranty.
The legal framework for as-is sales in New Zealand requires careful attention to the Consumer Guarantees Act 1993 (CGA) and the Contract and Commercial Law Act 2017 (CCLA). Under the CGA, statutory guarantees of acceptable quality (section 7), fitness for a particular purpose (section 8), correspondence with description (section 9), and correspondence with sample (section 10) apply to goods supplied in trade to consumers and cannot be excluded in consumer transactions. However, section 43 of the CGA permits a written opt-out of these guarantees in business-to-business transactions where both parties are in trade and the Buyer is acquiring the goods for a business purpose. The implied condition as to title under section 15 of Part 1 of the CCLA cannot be excluded in any transaction and always applies, requiring the Seller to have the right to sell the goods free from undisclosed encumbrances.
Misrepresentation is also a critical consideration in as-is sales. Under Part 8 of the CCLA, a seller who fails to disclose known material defects may be liable for misrepresentation even if the goods are sold as-is. The as-is Bill of Sale therefore includes a specific disclosure section for known defects, creating a written record of the information provided to the Buyer before the sale.
When Do You Need a Bill of Sale (As-Is) (New Zealand)?
A New Zealand As-Is Bill of Sale is needed whenever goods are sold without warranty and the Seller wants a clear written record of the as-is nature of the transaction, the disclosure of known defects, and (where applicable) the written opt-out of the CGA guarantees under section 43.
Business-to-business equipment and asset sales. When a business sells surplus, end-of-life, or damaged equipment to another business and wants to exclude the CGA statutory guarantees in accordance with section 43 of the CGA, an as-is Bill of Sale provides the required written opt-out and records all known defects. This is common in liquidations, insolvency administrations, and end-of-lease equipment disposals.
Private vehicle and personal property sales. When a private individual sells a used vehicle, motorcycle, trailer, furniture, or personal property, the as-is Bill of Sale records that the goods are sold in their current condition without any warranty, creates a written record of disclosed defects, and confirms the Buyer’s acceptance after inspection.
Deceased estate sales. When the executor of a deceased estate sells personal property belonging to the estate, an as-is Bill of Sale provides evidence of the transaction and limits the estate’s exposure to warranty claims by recording the as-is nature of the sale.
Insolvency and receivership asset sales. Insolvency practitioners (liquidators, receivers, and administrators) regularly sell business assets on an as-is, where-is basis and without warranty. An as-is Bill of Sale is essential documentation for these transactions.
High-value second-hand goods. For high-value second-hand items such as machinery, industrial plant, or commercial vehicles, an as-is Bill of Sale creates a clear written record of the agreed terms, the known defects, and the Buyer’s acceptance, reducing the risk of post-sale disputes.
What to Include in Your Bill of Sale (As-Is) (New Zealand)
A well-drafted New Zealand As-Is Bill of Sale should address several key elements to be legally effective and protect both parties.
Nature of the transaction. The Bill of Sale must clearly identify whether the transaction is a business-to-business transaction (enabling a CGA section 43 opt-out) or a private sale (where the CGA does not apply). This distinction determines the extent to which CGA warranties can be excluded.
CGA section 43 opt-out (business-to-business). For business-to-business transactions, the Bill of Sale must include a clear written agreement to contract out of the CGA guarantees in accordance with section 43 of the CGA. The opt-out must specify the CGA guarantees being excluded (acceptable quality, fitness for purpose, correspondence with description, correspondence with sample).
As-is disclaimer. The Bill of Sale should include clear and prominent as-is disclaimer language stating that the goods are sold in their current condition with all faults, without any warranty of condition, quality, or fitness from the Seller.
Disclosure of known defects. The Seller must disclose all known defects and faults in the goods. Failure to disclose known material defects may give rise to a misrepresentation claim under Part 8 of the CCLA 2017 even in an as-is sale.
Buyer’s inspection acknowledgment. The Bill of Sale should record that the Buyer has inspected the goods (or has had the opportunity to do so) and accepts them in their current condition.
Title warranty. Despite the as-is sale, the implied condition as to title under section 15 of Part 1 of the CCLA 2017 cannot be excluded. The Seller must warrant that they have the right to sell the goods and that the goods are free from undisclosed encumbrances.
PPSR disclosure. The Seller should warrant that the goods are free from registered security interests on the PPSR under the Personal Property Securities Act 1999, and the Buyer should be encouraged to conduct a PPSR search before the purchase.
Purchase price and GST. The price must be stated in NZD with a clear GST treatment under the Goods and Services Tax Act 1985.
Governing law. The Agreement should state that it is governed by the laws of New Zealand, including the CCLA 2017 and (where applicable) the CGA 1993. The forms-legal.com Bill of Sale (As-Is) (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Bill of Sale (As-Is) (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/personal/bills-of-sale/bill-of-sale-as-is-new-zealand
"Bill of Sale (As-Is) (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/personal/bills-of-sale/bill-of-sale-as-is-new-zealand.
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author = {{Forms Legal}},
title = {Bill of Sale (As-Is) (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/personal/bills-of-sale/bill-of-sale-as-is-new-zealand}},
note = {Free legal document template. Based on Contract and Commercial Law Act 2017}
}Also available for these jurisdictions:
Frequently Asked Questions
In New Zealand, the ability to sell goods as-is and exclude all warranties depends on the nature of the transaction. For business-to-business transactions where both the Seller and the Buyer are acting in trade and the Buyer is acquiring goods for a business purpose, section 43 of the Consumer Guarantees Act 1993 (CGA) permits the parties to agree in writing to contract out of all or any of the CGA statutory guarantees. This means a business-to-business as-is sale can effectively exclude the CGA guarantees of acceptable quality, fitness for a particular purpose, and correspondence with description. However, the implied condition as to title under section 15 of Part 1 of the Contract and Commercial Law Act 2017 (CCLA) cannot be excluded regardless of the nature of the transaction. For consumer transactions (where goods are sold in trade to an individual consumer not acting for a business purpose), the CGA guarantees cannot be excluded by an as-is clause. In a purely private sale where neither party is in trade, the CGA does not apply, but the CCLA implied condition as to title still applies.
Section 43 of the Consumer Guarantees Act 1993 (CGA) provides that where goods are supplied and acquired in trade, and the Buyer is acquiring the goods in the course of a business, the parties may agree in writing to contract out of some or all of the CGA guarantees. This opt-out is only available in business-to-business transactions. To validly opt out under section 43, the agreement must be in writing, both parties must be acting in trade, and the Buyer must be acquiring the goods for a business purpose. A business buyer cannot opt out if they are acting in a personal (non-business) capacity even if they are a business entity in other contexts. The as-is Bill of Sale includes a specific section 43 opt-out clause for business-to-business transactions that satisfies the writing requirement and clearly identifies the CGA guarantees being excluded, including the guarantees of acceptable quality (section 7), fitness for a particular purpose (section 8), correspondence with description (section 9), and correspondence with sample (section 10). The non-excludable implied condition as to title under section 15 of Part 1 of the Contract and Commercial Law Act 2017 remains in force.
Even in an as-is sale, a seller in New Zealand must disclose all known material defects to the Buyer. Failure to disclose known material defects may give rise to a misrepresentation claim under Part 8 of the Contract and Commercial Law Act 2017 (CCLA). Part 8 of the CCLA provides that a misrepresentation is a false statement of fact that induces the other party to enter into a contract, and that a contract obtained by misrepresentation may be cancelled by the innocent party who may also claim damages. The as-is condition of the goods does not prevent a misrepresentation claim if the Seller actively concealed or failed to disclose known defects. The as-is Bill of Sale includes a specific field for the Seller to disclose all known defects and faults, creating a written record of what was disclosed and accepted by the Buyer. The Buyer’s acknowledgment that they have inspected the goods and accept them in their current condition provides important protection for the Seller.
GST of 15% applies to as-is sales of goods by GST-registered persons in the course of a taxable activity under the Goods and Services Tax Act 1985, in the same way as any other sale of goods. The fact that the goods are sold as-is does not affect the GST treatment. A GST-registered business selling surplus equipment, plant, or business assets as-is must charge GST of 15% on the supply (unless the supply is zero-rated or exempt). Where the as-is goods are sold as part of the sale of a business as a going concern and the conditions of section 11(1)(mb) of the GST Act are satisfied, the supply may be zero-rated. A private individual selling personal property as-is who is not registered for GST does not charge GST on the sale. The as-is Bill of Sale should clearly state whether the purchase price is GST-inclusive, GST-exclusive (15% payable in addition), or GST-exempt (private sale). Where the Seller is GST-registered, a valid tax invoice must be issued to the Buyer.
Yes, a PPSR (Personal Property Securities Register) search is strongly recommended before completing an as-is purchase of goods in New Zealand, particularly for motor vehicles, machinery, and equipment. The fact that goods are sold as-is does not affect the rights of secured creditors under the Personal Property Securities Act 1999 (PPSA). If a security interest is registered on the PPSR over the goods and the Seller has not discharged it, the secured creditor (such as a finance company) may be entitled to repossess the goods from the Buyer after the sale, even if the Buyer had no knowledge of the security interest. A PPSR search can be conducted at ppsr.govt.nz at minimal cost and provides significant protection for the Buyer. In an as-is sale, where the Buyer is accepting the goods without warranty, it is even more important to conduct a thorough pre-purchase investigation including a PPSR search to verify that the goods are free from financial encumbrances before payment is made.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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